TO THE SHAREHOLDERS
Your Directors present the Sixty Fourth Annual Report together with the audited
financial statements of your Company for the year ended March 31, 2023.
FINANCIAL PERFORMANCE
The sales (net) for the year was Rs. 4,310.60 crores as compared to Rs. 3,663.41 crores
in the previous year with an increase of 17.67%.
Financial highlights
The standalone financial highlights of the Company for the year are as below:
Rs. in Crores
particulars |
2022-23 |
2021-22 |
Earnings Before Interest, Taxes, Depreciation & Amortization expenses |
243.84 |
264.63 |
Finance cost |
92.10 |
63.10 |
Depreciation |
66.22 |
95.02 |
Profit Before Tax |
85.52 |
106.51 |
Profit After Tax |
65.17 |
79.79 |
Total Comprehensive Income |
65.62 |
78.20 |
Transfer to General Reserves |
- |
- |
Dividend and transfer to General Reserve
The Board of Directors at their meeting held on January 31, 2023 had declared an
interim dividend of Rs.3/- per equity share for the financial year 2022-23 and the same
was paid on February 24, 2023.
Your Directors are pleased to recommend a final dividend of Rs. 3.97/- per equity share
(39.7%) for the year ended March 31, 2023. The dividend recommended, subject to approval
of shareholders at the 64th Annual General Meeting (64th AGM), will
be paid to all the shareholders whose name appear in the register of members as on July
12, 2023 (being the record date fixed for this purpose). Accordingly, the total dividend
payout for the financial year 2022-23 is Rs.16.77 crores.
The Company proposes to retain the entire amount as surplus in Profit & Loss
Account and not to transfer any amount to General reserves. An amount of Rs. 209.57 crores
were proposed to be retained under Retained Earnings.
The dividend distribution policy framed in accordance with Regulation 43A of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI LODR') and
approved by the board of Directors is available at https://wheelsindia.com/policies/
Share capital
During the year under review, the paid-up capital of the Company stood at Rs.
24,06,45,580/- consisting of 2,40,64,558 equity shares of Rs.10/- each. There was no
change in capital structure of the Company.
Change in promoter / promoter Group & shareholding
In terms of applicable provisions of Regulation 31A of the SEBI LODR, M/s. National
Stock Exchange of India Limited ('NSE'), vide letter dated March 29, 2023, approved the
re-classification of M/s. T.V. Sundram Iyengar & Sons Private Limited ('TVSS') from
Promoter / Promoter Group category to Public category.
Further, during the period, M/s. Trichur Sundaram Santhanam & Family Private
Limited ('TSSFPL'), one of the promoters of the Company increased their shareholding from
71,43,656 (29.69%) equity shares to 72,94,514 (30.31%) equity shares as on March 31, 2023.
Also, M/s. Sundaram Finance Holdings Limited ('SFHL'), one of the promoters of the
Company increased their shareholding from 56,01,117 (23.28%) equity shares to 57,40,117
(23.85%) equity shares as on March 31, 2023.
Scheme of Amalgamation
The Board of Directors of the Company at their meeting held on December 07, 2021, had
approved the scheme of amalgamation of Sundaram Hydraulics Limited with the Company and
their respective shareholders.
After obtaining requisite approvals from equity shareholders and creditors, as per the
directions of the Hon'ble NCLT, Chennai, the Company has filed necessary petition with the
Hon'ble NCLT, Chennai on August 30, 2022 and the same was accepted by the Hon'ble NCLT,
Chennai vide order dated November 03, 2022. The approval from NCLT is awaited.
The financial statements of SHL has not been consolidated with the financial statements
of your Company as NCLT's approval for the proposed scheme of amalgamation is awaited.
Management Discussion and Analysis
Financial year 2022-23 was unprecedented primarily from the geopolitical tensions that
emanated from Russia's invasion of Ukraine and the strained ties between the US and China.
These geopolitical tensions pose the most significant risks to the global economy in 2023
and beyond. Russia's invasion of Ukraine has rapidly inflated energy and food prices,
leading to cost issues for businesses and soaring living costs for consumers in 2022-23.
The prevailing inflation in most economies is at a very high level and the central banks
of major economies, led by the Federal Reserve of the US, are fighting inflation through
rate hikes. The Federal Reserve issued the 10th consecutive rate hike in May
'23, since Mar '22 despite the stress on the banking sector.
The global economic growth is projected to fall from 3.4% in 2022 to 2.8 % in 2023.
Advanced economies are expected to see an especially pronounced growth slowdown, from 2.7%
in 2022 to 1.3% in 2023. There is uncertainty around the effect of EL Nino on the global
agricultural output in the coming year. There is expected to be only a marginal drop in
headline inflation that will remain above the target inflation levels in the coming year.
On the positive side, the covid-19 pandemic had little impact on economies in 2022-23 and
travel and commerce returned to normalcy.
India's GDP growth for 2023-24 is estimated to be around 6.5% with the
contact-intensive service sector and exports expected to grow faster. The country should
also benefit from a higher infrastructural capital expenditure planned by the government
as this will have a multiplier effect on GDP.
The Indian commercial vehicle market has grown by a third in 2022-23, on top of strong
growth in 2021-22 from the lows of the pandemic year. The government's infrastructure
drive, higher utilization of fleets driven by the growth of the economy and replacement
demand grew the commercial vehicle market. In the last two years as the commercial vehicle
industry has rebounded, there has also been a structural shift within sub-segments of the
commercial vehicle market in response to load rating changes that happened prior to the
pandemic and higher horsepower in some segments. It is expected that the commercial
vehicle sector will show moderate growth in the coming year, off a higher base. The demand
for buses that was badly affected in the pandemic period showed strong growth in the
latter half of 2022-23. The bus segment is expected to remain strong in the coming year,
particularly in school/office transport. Your company should benefit from better capacity
utilizations at its plants for both wheels and air suspension systems.
The passenger vehicle segment showed strong growth in 2022-23, surpassing pre-pandemic
levels, on the back of strong domestic demand and easing of semiconductor supply issues.
The year saw continuing growth of the sports utility vehicle segment. There is also
increasing exports of passenger vehicles from India, in addition to domestic demand. This
trend resulted in cast aluminum wheel fitment in the Indian passenger vehicle industry
crossing 40% towards the end of the year. It is expected that the Indian passenger vehicle
industry will show moderate growth in the coming year. Your company will start supplying
cast aluminum wheels to vehicle manufacturers in India in the coming year. Company's
subsidiary WIL Car Wheels Limited, a JV with Topy Industries (Japan) will continue to
service the steel wheel requirements of the Indian passenger vehicle market.
Your company has been able to grow its domestic aftermarket notably in the car and
commercial vehicle segment to closer to 5% of overall sales.
The agricultural tractor segment in India, driven by another year of normal monsoons,
reasonable water levels at reservoirs and higher prices for agricultural commodities, grew
by 11% to reach record levels in 2022-23. It is expected that there will be moderate
growth in the coming year subject to a normal monsoon. In addition to the domestic market,
your Company is working on growing its business in international markets with global
tractor manufacturers.
Your company's construction equipment business benefited from a 25% growth in the
Indian construction equipment industry that benefited from the government's infrastructure
spend. Your company supplies wheels and fabricated structures to this industry. Your
company is a major supplier of construction equipment wheels to international markets. In
the last year, your company has been able to win new business and grow business with
international customers. The coming year will continue to see growth albeit at more
moderate levels.
The windmill industry was severely impacted by the geopolitical tensions and supply
chain issues that limited growth in 2022-23. However, the geopolitics, climate change and
the energy crisis has made governments focus more on renewable power. Your company's
windmill component business was adversely affected by a requirement of one of its customer
for pre-delivery inspection and rectification at the customer's site necessary to align
with customer's inspection standards. While the coming year will only see a moderate
growth in onshore windmill installations, there is expected to be strong growth in the
offshore windmill market in the coming years. In addition to existing business in windmill
components, your Company started production at a new plant in Thervoy Kandigai for
machining of large castings in the middle of the year. This business is expected to grow
and be profitable in the coming year.
Your company's export turnover marginally declined from the levels of 2021-22, partly
due to issues at the windmill component division and temporary destocking by the US
distributor of forged and cast aluminum wheels. Despite the slowdown expected in advanced
economies, your Company expects to grow its exports, based on a return to normalcy in
these markets and the inroads, your Company is making in the construction and agricultural
tractor wheel markets globally.
Your Company's subsidiary WIL Car Wheels Ltd. had a difficult year, last year, due to
inventories and material cost under-recoveries. It is expected that the performance should
improve in the coming year based on increased volumes indicated by customers.
The year under review saw a decline in the profits of the Company due to
underutilization of capacities in some export business' and higher interest costs due to
rates and revenue growth. We expect higher capacity utilizations in some of these
businesses and working capital optimization to improve profitability in the coming year.
I would like to thank all stakeholders for their patience and support to the company
through this difficult period.
Consolidated Financial Statements
In accordance with the provisions of Section 129(3) of the Act, the Consolidated
Financial Statements, drawn up with the applicable Indian Accounting Standards (Ind As),
forms part of this Annual Report.
The consolidated profit after tax for the FY 2022-23 was Rs.54.15 crores and the
consolidated net-worth as at March 31, 2023 was Rs.764.17 crores as on March 31, 2023 as
against Rs.74.18 crores and Rs.733.69 crores as on March 31, 2022, respectively.
Subsidiary Company
WIL Car Wheels Limited ('WCWL') reported a gross revenue of Rs.381.53 crores and loss
after tax of Rs.15.09 crores for the year FY ended March 31, 2023 as against Rs.340.26
crores and loss after tax of Rs.8.80 crores for the FY ended March 31, 2022. The gross
revenue of WCWL represents 8.17% of consolidated turnover of the Company.
Associate Company
Axles India Limited ('Axles') has achieved a turnover of Rs.745.93 crores and profit
after tax of Rs.52.64 crores for the financial year 2022-23 as against the turnover of
Rs.572.37 crores and profit after tax of Rs.33.83 crores for the financial year 2021-22. A
statement containing salient features of the financial statements of the Subsidiary
Company / Associate Company in Form AOC-1 is provided in Annexure - I to this report.
In accordance with the provisions of Section 136 of the Act, the audited financial
statements, including the consolidated financial statements and related information of the
Company will be available on the Company's website at www.wheelsindia.com. These documents
will also be available for inspection during business hours at the Registered office of
the Company.
Deposits scheme
As at March 31, 2023, deposits accepted by the Company from public and shareholders
aggregated to Rs.89.22 crores, which are within the limits prescribed under the Act and
the rules framed thereunder. The provisions of the Act also mandate that any Company
inviting / accepting / renewing deposits is required to obtain Credit Rating from a
recognized credit rating agency. Your Company has obtained a credit rating of ICRA]A- with
outlook being stable for its deposits scheme from ICRA Limited.
The details relating to deposits in accordance with Chapter-V of the Act are given in
Annexure - II forming part of this Report.
Particulars of Loans, Guarantees or Investments
The Company has not given any loan or security or guaranty in terms of Section 186 of
the Act. The details of the investments made by Company are provided in the notes to the
financial statements.
Credit rating
The Company's financial management and its ability to service financial obligations in
a timely manner, has been confirmed by ICRA by its ratings during the year under review.
The credit rating details have been disclosed to stock exchanges and made available in the
website of the Company. The Corporate Governance section of this Annual Report carries the
details of credit ratings obtained by the Company.
Board Evaluation
Pursuant to the provisions of Section 134(3)(p), Section 149(8) and Schedule-IV to the
Act, the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015
(SEBI LODR'), an annual performance evaluation of the board, the Directors as well
as Committees of the board have been carried out.
The evaluation of the board and Non-Independent Directors at a separate meeting of
Independent Directors were carried out in accordance with the Nomination and Remuneration
Policy adopted by the board. The evaluation was carried out, taking into consideration the
composition of the board and availability of multi-disciplinary skills, commitment to good
corporate governance practices, adherence to regulatory compliance, grievance redressal
mechanism, track record of financial performance, existence of integrated risk management
system, use of modern technology and commitment to corporate social responsibility.
The board of Directors have also carried out the evaluation of the Directors,
performance of Independent Directors and its Committees based on the guidelines prescribed
by the SEbI.
Board of Directors, Committees and Management
The composition of the board of Directors and its Committees are in accordance with
relevant provisions of the Act and the SEBI LODR. The Corporate Governance Report is
provided in Annexure - VI to this report contains the composition of the board of
Directors of the Company and its Committees.
Re-appointment of Managing Director
The board of Directors, based on the recommendation of the Nomination and Remuneration
Committee, reappointed Mr. Srivats Ram as Managing Director of the Company for a further
period of five years commencing from 01.05.2023. The proposal for re-appointing Mr.
Srivats Ram as Managing Director is included in the notice convening the 64th
AGM.
Re-appointment of Director retiring by rotation
Mr. S Viji (DIN: 00139043) is retiring by rotation, being eligible, he offers himself
for re-appointment. The proposal for his re-appointment as Director is included in the
notice convening the 64th AGM.
Re-appointment of Independent Director
Mr. R Raghuttama Rao (DIN: 00146230) was appointed as an Independent Director of the
Company for a period of five years from November 13, 2018 as approved by the shareholders
at their AGM held on August 13, 2019.
It is proposed to re-appoint Mr. R Raghuttama Rao for a further period of five years in
accordance relevant provisions of the Act and SEBI LODR. The proposal for re-appointment
is included in the notice convening the 64th AGM.
Profile of Directors seeking appointment / reappointment
Profile of the directors seeking appointment / re-appointment as required to be given
in terms of the Secretarial Standards and as per SEbI LODR, forms part of the Notice
convening the ensuing 64th AGM of the Company.
Independent Director
In the opinion of the board, the Independent Directors fulfill the conditions specified
in the Act & SEBI LODR and are independent of the Management.
All the Independent Directors have given declaration that they meet the criteria of
independence as laid down under Section 149(6) of the Act and the SEBI LODR. They have
also confirmed compliance with Section 150 of the Act regarding registration with
Independence Directors databank maintained by the Indian Institute of Corporate Affairs.
Key Managerial Personnel
During the period, Mr. R Raghunathan ceased to be the Chief Financial Officer ('CFO')
of the Company with effect from May 24, 2022 and Mr. P Ramesh was appointed as CFO of the
Company with effect from November 01, 2022.
As on March 31, 2023, Mr. Srivats Ram, Managing Director, Mr. P Ramesh, CFO and Ms. K V
Lakshmi, Company Secretary are the Key Managerial Personnel ('KMP') of the Company in
terms of Section 2(51) of the Act and 2(o) of SEBI LODR.
Remuneration Policy
The Board, based on the recommendations of the Nomination & Remuneration Committee,
has framed a policy for selection and appointment of Directors, Senior Management
Personnel and Key Managerial Personnel and to fix their remuneration. The Company's policy
on appointment and remuneration including criteria for determining qualifications,
positive attributes and independence are provided in the Corporate Governance Report
forming part of this Report. The policy is provided in Annexure - III forming part of this
Report.
Corporate Social Responsibility
As an initiative under Corporate Social Responsibility ('CSR') and in accordance with
Schedule-VII to the Act, the Company has constituted a CSR Committee under the Board, to
frame, monitor and execute the CSR activities of the Company. The Board has approved the
CSR Policy and guidelines for implementation and the Committee effectively supervises the
program. The policy is available on the website of the Company at www.wheelsindia.com.
The salient features of the CSR policy are as follows:
The CSR policy governs the activities that can be undertaken by the Company
Further, the policy covers the scope, manner of execution of activities
including the annual action plan, monitoring and reporting on CSR activities, resource
utilization & its modalities, impact assessment, etc.
In accordance with the provisions of section 135 of the Act, your Company was required
to spend an amount of Rs.105.96 lakhs for the financial year 2022-23 out of which the
Company has spent Rs.95.31 lakhs during the year. The remaining amount is being adjusted
with the excess spent amount of the previous year(s). The constitution of the CSR
Committee and the report as required under the Act are provided in Annexure - IV forming
part of this Report.
Risk Management, Internal Financial Control Systems and Audit
Your Company has constituted a Risk Management Committee and has formulated a Risk
Management Policy aligned with the requirements of the Act and SEBI LODR. The details of
the Committee and the terms of reference are set out in the Corporate Governance Report
forming part of the Report.
The implementation of IT based Governance, Risk and Compliance (GRC) software across
the multiple locations of the Company has further strengthened the business processes and
has significantly supported the internal audit requirement towards achieving a controlled
environment.
Your Company maintains an adequate and effective Internal Control System commensurate
with its size. These reasonably assure that the transactions are duly authorized and
recorded to facilitate preparation of financial statements in line with the established
practices and that the assets are secured against any misuse or loss. The internal control
system is supplemented through an extensive internal audit program besides periodic review
by the Management and the Audit Committee. The Company has in place adequate internal
financial controls.
Vigil Mechanism / Whistle Blower Policy
Your Company has established a Vigil Mechanism / Whistle Blower Policy for Directors
and Employees to report genuine concerns. The said policy meets the requirement of the
Vigil Mechanism framework under the Act and SEBI LODR and the policy is available in the
website of the Company at www.wheelsindia.com.
Directors' Responsibility Statement
The Directors acknowledges their responsibility of ensuring compliance with the
provisions of Section 134(3)(c) of the Act. To the best of their knowledge and belief and
according to the information and explanations obtained by them, your Directors make the
following statements in terms of Section 134(3)(c) of the Act:
a. that in the preparation of the annual financial statements, the applicable Ind AS
have been followed along with proper explanation relating to material departures, if any;
b. that such accounting policies as mentioned in the financial statements have been
selected and applied consistently and judgement and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at March 31,2023 and of the profit of the Company for the year ended on that
date;
c. that proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Act, for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d. that the annual financial statements have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively; and
f. that proper systems have been devised to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
Related party Transactions
The Company has formulated a policy on Related Party Transactions (RPT) which is being
periodically reviewed by the Audit Committee and approved by the Board. The policy on RPT
is available on the Company's website at www.wheelsindia.com.
All Related Party transactions that were entered into by the Company during the
financial year 2022-23, were in the ordinary course of business and on arm's length basis.
The Company did not enter into any material transaction with related parties under Section
188 of the Act and the Rules framed thereunder. There are no "Material"
contracts or arrangement or transactions at arm's length basis and hence, disclosure in
form AOC-2 is not required.
The details of transactions with entities belonging to the Promoter / Promoter Group
which hold(s) 10% or more shareholding in the Company is provided in relevant section of
the financial statements of the Company.
All Related Party transactions were placed before the Audit Committee for their prior
approval in accordance with the requirements of the SEBI LODR and the Act. The
transactions entered into pursuant to such approval are placed periodically before the
Audit Committee for its review.
Meetings of the Board / Committees
The board meets at regular intervals to discuss and decide on Company / business policy
and strategy apart from other businesses. The board / Committee meetings are pre-scheduled
and a tentative annual
calendar of the Board and Committee meetings are circulated to the Directors in advance
to facilitate them to plan their schedule and to ensure meaningful participation in the
meetings.
The details of the meetings of the board as well as the Committees are disclosed in the
Corporate Governance Report, forming part of this Report.
Significant and Material Orders Passed by the Regulators or Courts
There were no significant material orders passed by the Regulators / Courts which would
impact the going concern status of the Company and its future operations. The changes and
commitments, if any, which have occurred between the end of the financial year of the
Company to which the financial statements relate and the date of this report is not
material so as to have an affect on the financial position of the Company.
Employees and details of Remuneration:
The statement of disclosure of remuneration under Section 197 of the Act and Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
("Rules") is provided in Annexure - V forming part of this Report.
The information as per Rule 5(2) and Rule 5(3) of the Rules, forms part of this Report.
However, as per first proviso to Section 136(1) of the Act and Second Proviso to Rule 5 of
the Rules, the report and financial statements are being sent to the members of the
Company excluding the statement of particulars of employees under Rule 5(2) and Rule 5(3)
of the Rules. Any member interested in obtaining a copy of the said statement may write to
the Company Secretary at the Registered office of the Company. The said statement is also
available for inspection by the members at registered office of the Company during office
hours till the date of Annual General meeting.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013
The Company is committed to providing a safe and conducive work environment to all its
employees and associates. The Company has in place an Anti-Sexual harassment Policy in
line with the requirements of the Sexual harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Company has complied with the provisions
relating to the constitution of Internal Complaints Committee under these provisions.
During the year under review, there were no cases filed / pending for resolution pursuant
to the above enactment.
Corporate Governance
In accordance with the provisions of SEBI LODR, the Corporate Governance Report is
given in Annexure - VI and forms part of this Report.
Statutory Auditor
At the 63rd AGM held on July 13, 2022, the shareholders of the Company had
re-appointed M/s. brahmayya & Co, Chartered Accountants, as the Statutory Auditor of
the Company for a second term of five consecutive years i.e. from the conclusion of the 63rd
AGM till the conclusion of 68th AGM of the Company.
The Company has received the eligibility certificate from the said firm confirming that
they are not disqualified to continue as Auditor and are eligible to hold office as
Auditor of the Company.
Cost Auditor
Pursuant to Section 148 of the Act read with the Companies (Cost Audit and Record)
Rules, 2014, the cost records and the accounts are being maintained by the Company and
same are being audited as per the requirement of the Act.
The Board, based on recommendation of the Audit Committee, had appointed M/s. Geeyes
and Co., Cost and Management Accountants, to audit the cost records and the accounts
maintained by the Company for the financial year ended March 31, 2023. The said firm,
based on recommendation of the Audit Committee, it is re-appointed by the board to conduct
the Cost Audit for the year 2023-24 at the remuneration of Rs.7,50,000/- (Rupees Seven
lakhs fifty thousand only) excluding applicable taxes and out of pocket expenses. Further,
the Act mandates that the remuneration payable to the Cost Auditor is ratified by the
members. Accordingly, the resolution seeking shareholders' ratification of the
remuneration payable to the Cost Auditor for the financial year 2023-24 is included in the
Notice convening the 64th AGM.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Act and the rules framed thereunder,
the Company had appointed M/s. S Dhanapal & Associates, a firm of Company Secretaries
in Practice to undertake the Secretarial Audit of the Company for the financial year
2022-23.
Further, in terms of Regulation 24A of the SEBI LODR, the secretarial audit report of
the Company for the financial year ended March 31, 2023 is given in the Annexure - VII
forming part of this report.
Comments on Auditors' report
There were no qualifications, reservations or adverse remarks or disclaimers made by
the Cost Auditor, Statutory Auditor and Secretarial Auditor in their respective reports.
During the year, there have been no incidents of fraud reported to the Audit Committee in
terms of Section 143(12) of the Act.
Safety
Your Company has been continuously working over the past years to become a culturally
safety conscious company by inculcating safety culture at all levels. The safety
performance review system is conducted by Top Management at unit level, sub-committee
level every month across the plants. Employees' involvement in the safety journey viz.,
safety observation and incident investigation is encouraged for every incident and proper
feedback is included in the procedures and standards. The standards and procedures
implementation and the effectiveness of implementation are being reviewed by regular
scheduled audits. All incidents are investigated and the corrective and preventive actions
are horizontally deployed across business units and plants. Your company rewards best
safety performers on monthly basis. best safety observers and best safety supervisor are
rewarded once in three months period in the shop floor to encourage the employees
involvement in the safety journey. Practical training centers installed across plants to
create safety awareness and hands on training during induction period.
All the processes and procedures met the government required protocols for operating
the plants during pandemic. These start from the employee's journey to the factory,
checking the employees for symptoms (body temperature, oxygen level) at entry and exit,
mandating the use of masks and recommending use of face shield, following physical
distancing standard around the factory. The Company also has sustained the Standard
Operating Procedures (SOP) in the shop floors, the offices and the open areas. Employees
who are eligible and permitted are encouraged to get cent percent vaccination and
achieved. Your company is dedicated to providing a safe environment for all its employees
and contractors.
MD / CFO Certificate
The Managing Director and Chief Financial Officer have submitted a certificate to the
Board on the integrity of the financial statements and other matters required under
regulation 17(8) of the SEBI LODR.
Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo
The conservation of Energy, Technology Absorption and Foreign Exchange Earnings &
outgo as required under Section 134(3)(m) of the Act read with rule 8(3) of the Companies
(Accounts) rules, 2014 are provided in Annexure - VIII forming part of this report.
Business Responsibility & Sustainability Report (BRSR)
In terms of amended provisions of Regulation 34(2)(f) of SEBI LODR, the Company has
prepared business Responsibility and Sustainability Report ('BRSR') for the financial year
2022-23 on Environment, Social and Governance (ESG) parameters in the prescribed format
and the same is provided in Annexure - IX forming part of this report.
Other disclosures
a. There are no instances of difference between amount of the valuation done at the
time of one-time settlement and the valuation done while taking loan from the Banks or
Financial Institutions
b. The details regarding shares and dividend transferred / proposed to be transferred
to the Investor Education and Protection Fund (IEPF) and other relevant details in this
regard, have been provided in the Corporate Governance section of this Annual Report
c. The electronic copies of the 64th Annual Report and the Notice Convening
the 64th AGM would be sent to all shareholders whose e-mail addresses are
registered with the Company or their respective Depository Participants ('DP') in
accordance with the circulars issued by the Ministry of Corporate Affairs ('MCA') read
with circulars issued by the SEBI. The full Annual Report is also available on website of
the Company and also being disseminated to the stock exchanges.
d. In compliance with Section 134(3)(a) and 92(3)of the Act, the Annual Return is being
uploaded on the Companies website at www.wheelsindia.com.
e. The Company has complied with the Secretarial Standard, viz., SS-1 on meetings of
Board of Directors and SS-2 on General Meetings issued by Institute of Company Secretaries
of India (ICSI) read with Section 118(10) of the Act.
f. As at March 31, 2023, the Company has neither filed any application nor are any
proceedings pending under the Insolvency and Bankruptcy Code, 2016.
g. During the financial year, there was no change in the nature of business of the
Company.
Acknowledgement
The Directors wish to thank State Bank of India, Standard Chartered Bank, HDFC Bank,
Kotak Mahindra Bank, Axis Bank, Federal Bank, Punjab National Bank and other Banks &
financial institutions for their continued support.
Your Company wishes to thank its customers, suppliers and the communities around its
plants for their continued support. Your Company continues to have the full co-operation
of all its employees. The Directors would like to place on record their appreciation of
the efforts of the employees.
|
On behalf of the Board of Directors |
|
S Ram |
Chennai |
Chairman |
May 18, 2023 |
DIN: 00018309 |
|